Firefly Aerospace Inc美股招股说明书(2025-08-08版)

19,296,000 Shares This is the initial public offering of shares of common stock of Firefly Aerospace Inc. We are offering 19,296,000shares of common stock.We have been approved to list our common stock on The Nasdaq Global Market, or Nasdaq, under the symbol “FLY.” After giving effect to this offering, investment funds managed by AE Industrial Partners, LP (“AE Industrial Partners”), will hold approximately 40.9%of our outstanding common stock (or approximately 40.1% of our outstanding common stock, if the underwriters’ option to purchase additional sharesfrom us is exercised in full) and be party to a director nomination agreement creating a group controlling more than 50% of the total voting power of ourcommon stock with respect to the election of our directors. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—AE Industrial Partners controls us, and its interests may conflict with ours or yours in the future.” Accordingly, we will be a “controlled company” asdefined in the corporate governance rules of Nasdaq and will be exempt from certain corporate governance requirements of such rules. As a result, AEIndustrial Partners will have significant power to control our affairs and policies and influence the outcome of matters that require stockholder approval,including with respect to the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of anymerger or sale of substantially all of our assets. See “Management—Controlled Company Exemption.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected tocomply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being anEmerging Growth Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 37 to read about factors youshould consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalInitial public offering price$45.00$868,320,000Underwriting discounts and commissions(1)$2.5875$49,928,400Proceeds, before expenses, to us$42.4125$818,391,600 (1)See “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to 2,894,400 additional shares of our common stock at the initial public offering price, lessthe underwriting discounts and commissions within 30 days of the date of this prospectus. At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale, at the initial public offeringprice, to certain individuals associated with the Company and AE Industrial Partners. See “Underwriting – Directed Share Program.” The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about August8, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORS37SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS88MARKET AND INDUSTRY DATA90USE OF PROCEEDS91DIVIDEND POLICY92CAPITALIZATION93DILUTION95MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS9711 BUSINESS MANAGEMENT EXECUTIVE COMPENSATION SHARES ELIGIBLE FOR FUTURE SALE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERS UNDERWRITING LEGAL MATTERS EXPERTS WHERE YOU CAN FIND ADDITIONAL INFORMATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer tosell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We are offering to sell, and seeking offersto buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or the possession ordistribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the UnitedStates who come into possessio